MASTER SERVICE AGREEMENT 

Updated: May 23, 2024

This Master Service Agreement ("Agreement") regulates the Customer’s use of the STRETCHIT business website www.business.stretchitapp.com, as well as the Customer’s subscription services (“Service”) for the STRETCHIT mobile application www.stretchitapp.com/app ("App") and/or the STRETCHIT website www.stretchitapp.com ("Web").

By clicking (i) Sign Up with Email, (ii) purchasing the Service, or (iii) using the Service on a trial or any other basis, the Customer agrees to the terms and conditions of this Agreement.

Should an individual accept this Agreement on behalf of a legal entity or organization, they assert that they have the authority to bind that entity or organization to the terms and conditions outlined in this Agreement. In such a case, the term Customer applies to that entity or organization. If the individual does not possess such authority or does not agree with these terms and conditions, they must not accept this Agreement and are not permitted to use the Service.

Access to the Service is prohibited for (i) research and/or performance evaluation, and (ii) reverse engineering. Direct competitors of STRETCHIT are not permitted to use the Service.

This Agreement was most recently revised on May 23, 2024. It takes effect between the Customer and STRETCHIT starting from the date the Customer accepts this Agreement (referred to as the "Effective Date").

1. DEFINITIONS

1.1. “Admin Console” refers to the online console(s) and tool(s) provided by STRETCHIT to the Customer for managing the Service.

1.2. “Admins” are the personnel designated by the Customer to administer the Services on the Customer’s behalf.

1.3. “Affiliate” refers to an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” and its variations mean direct or indirect ownership of more than 50% of the voting interests of the relevant Party.

1.4. “STRETCHIT” means STRETCHIT, Inc., a New York corporation.

1.5. “Claim” means any claim, action, proceeding, or suit.

1.6. “Customer” refers to the legal entity or organization accepting this Agreement, or if an individual is accepting this Agreement on behalf of a legal entity or organization, the legal entity or organization represented by the individual.

1.7. “Customer Data” refers to any identifying information (such as name, email address, or other identifiers designated by the Customer) of an applicable User that is provided by the Customer to STRETCHIT.

1.8. “Law” includes all laws and regulations, including state and federal laws and regulations, binding orders, and ordinances, applicable to a Party in its performance of this Agreement, including privacy laws and regulations governing such Party and its data privacy practices.

1.9. “Parties” collectively refers to STRETCHIT and the Customer.

1.10 “Party” refers to either STRETCHIT or the Customer.

1.11 “User” refers to the Customer’s personnel who are authorized to use the Services under the Customer’s account, including employees, consultants, contractors, and agents of the Customer.

2. STRETCHIT SERVICE

2.1. Access to the Service and Reports. As long as the Customer continues to fulfill its obligations under this Agreement, and while this Agreement remains in effect: (a) STRETCHIT will provide access to the Service to: (i) each User authorized under this Agreement, in line with the current “Terms of Service” available on the Service’s website, and subject to the User's adherence to those terms; and (ii) the Admin Console for Admin(s) to oversee the Customer’s use of the Service, including managing each User’s access to the Service, if applicable; and, (b) the Customer may download and utilize any reports available through the Service exclusively for its internal business purposes, in accordance with the provisions of this Agreement.

2.2. Eligibility. The Customer can designate a User as eligible to access the Service by: (a) providing STRETCHIT with a monthly report (in a format acceptable to STRETCHIT) listing such Users; (b) directly uploading the User information via the Admin Console; (c) enabling single sign-on functionality for those Users; or (d) utilizing other methods agreed upon by the Parties. The Customer will issue all necessary notices and obtain all required consents as mandated by Law to share Customer Data with STRETCHIT for processing in line with this Agreement. The maximum number of Users permitted to use the Service under this Agreement is determined at the time the Customer purchases or orders the Service and is subsequently reflected on the Customer’s Admin Console (“Coverage”). All Users must be affiliated with the legal entity or organization that is party to this Agreement. The Customer will ensure that only the specified number of designated Users, as outlined in this Section 2.2, will access the Service.

3. THE CUSTOMER’S OBLIGATIONS

3.1. Access Restrictions. The Customer agrees not to: (a) provide the Service to or use it for the benefit of anyone other than authorized Users; (b) sublicense, resell, time-share, or otherwise commercially exploit the Service; (c) reverse engineer, alter, adapt, hack, or attempt to gain unauthorized access to the Service or its related systems or networks; or (d) use the Service to develop a competing product or service.

3.2. Admin Console. The Customer may designate one or more Admins through the Admin Console, granting them access to manage the Service. The Customer is responsible for safeguarding its Admin Console usernames and passwords (“Account Information”) from unauthorized access or use and for all activities conducted in the Service using its Account Information. STRETCHIT is not responsible for the internal management or administration of the Service for the Customer.

4. COMPENSATION AND PAYMENT

4.1. Fees. When the Customer signs up for, purchases, or places an order for the Service, or increases the number of Users eligible to access the Service through the Admin Console (subject to the Coverage), the Customer’s chosen payment method will be charged for the Service fees, User fees, and any applicable taxes, charges, levies, or other assessments imposed by any domestic or foreign taxing authority (collectively, “Fees”). At the start of each Renewal Subscription Term (defined below), the applicable Fees for the renewed Services and the designated number of Users eligible to access the Service under this Agreement will be automatically charged to the Customer’s selected payment method, unless the Customer terminates this Agreement before renewal. STRETCHIT will notify the Customer when the payment is accepted, and the acceptance will be confirmed once STRETCHIT sends or displays the formal acceptance notice. Payment must be received by STRETCHIT before the Customer and Users can access and use the Service. After the Initial Subscription Term (defined below), STRETCHIT may adjust the Fees charged on an annual basis.

4.2. Payment. Payment obligations are non-cancelable, and all Fees paid to STRETCHIT are non-refundable. All financial transactions related to the Service are conducted through one or more third-party payment processors that STRETCHIT may engage from time to time (each referred to as a “Payment Processor”). These transactions are governed by the respective terms of use and privacy policies of the Payment Processors, over which STRETCHIT has no control. STRETCHIT advises the Customer to review the Payment Processors’ terms of service and privacy policies before submitting payment information. STRETCHIT does not process or store the Customer’s credit card, debit card, or other payment information; this information is used solely to enable the Customer to sign up for, access, and use the Service. All billing information provided by the Customer to the Payment Processor(s) must be accurate and truthful, and the Customer represents that they are authorized to use the payment method as described herein. The Customer expressly authorizes STRETCHIT (via its Payment Processor(s)) to charge the provided payment method for the Service and Fees. By selecting “Accept,” “Continue,” “Pay,” “Place Your Order,” “Increase Coverage,” or a similar button on the checkout page, the Customer’s electronic signature is created, which the Customer agrees is the legal equivalent of a wet or manual signature. If the Customer’s payment details change, their card or other payment method provider may supply STRETCHIT with updated payment details. STRETCHIT may use these updated details or other payment methods on file to prevent any interruption in the Customer’s use of the Service. If the Customer does not wish for their payment method to be automatically updated, they can opt out by contacting their financial institution. Should the Customer wish to use a different payment method or if their payment method changes, they should update the information in the Admin Console.

4.3. Late Payment. Any outstanding amount due under this Agreement that remains unpaid past its due date will accrue interest from the date it became overdue until it is paid in full, at the lesser of 1.5% per month or the maximum rate allowed by Law. The interest will be calculated from the due date until the payment is received. The Customer agrees to pay STRETCHIT this interest along with all costs and expenses incurred in the collection process, including attorneys’ fees, for any overdue amounts.

5. INTELLECTUAL PROPERTY AND FEEDBACK

5.1. STRETCHIT Intellectual Property. Between STRETCHIT and the Customer, STRETCHIT retains all rights, titles, and interests, including all intellectual property rights, in and to the Service, any usage data and other information collected through the use of the Service (excluding Customer Data), and any information, reports, programs, or marketing materials provided by STRETCHIT to the Customer, including those accessed through the Service (collectively referred to as “STRETCHIT IP”). All rights in the STRETCHIT IP that are not explicitly granted to the Customer under this Agreement remain with STRETCHIT.

5.2. Feedback. While the Customer is welcome to provide STRETCHIT with suggestions, ideas, enhancement requests, or other feedback (“Feedback”), there is no obligation to do so. Should the Customer offer any Feedback to STRETCHIT, they grant STRETCHIT a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and otherwise implement such Feedback.

6. DATA

6.1. Customer Data. The ownership of all Customer Data remains with the Customer. The Customer grants STRETCHIT and its Affiliates a nonexclusive, worldwide, royalty-free license to use and access the Customer Data during the Subscription Term (as defined below) and to provide necessary access to third-party service providers acting on its behalf, such as Amazon Web Services, solely for the purposes of: (a) delivering the Service and fulfilling STRETCHIT’s obligations under this Agreement; and (b) preventing or resolving service or technical issues, or responding to customer support requests from the Customer.

6.2. Protection of Customer Data. STRETCHIT will implement reasonable administrative, physical, and technical safeguards to protect Customer Data. STRETCHIT may periodically update these security measures; however, STRETCHIT will not alter any security protections in a way that materially reduces its security controls.

7. TERM AND TERMINATION

7.1. Term and Termination. This Agreement begins on the Effective Date and continues for twelve (12) months (the "Initial Subscription Term"), unless terminated earlier as specified within the Agreement. Unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the current term, this Agreement and the Service will automatically renew for successive one-year terms (each, a "Renewal Subscription Term" and collectively, including the Initial Subscription Term, the "Subscription Term"). All User subscriptions covered by this Agreement will end when the Agreement is terminated or expires.

7.2. Termination for Cause. Either Party has the right to terminate this Agreement if the other Party commits a material breach and fails to remedy that breach within thirty (30) days following the receipt of written notice from the non-breaching Party.

7.3. Effects of Termination. When this Agreement is terminated or expires, the Service and all associated rights of the Customer and its Users will cease immediately. STRETCHIT will handle the destruction or anonymization of all Customer Data in accordance with legal requirements and its current data deletion policies. Termination or expiration does not absolve either Party from obligations incurred prior to the effective date of termination or expiration. The following Sections will remain in effect beyond the termination or expiration of this Agreement: 1, 4 (concerning amounts accrued prior to expiration or termination), 5, 6.1, 7.3, 8, 9.3, 9.4, 10, 11, and 12.

7.4. Suspension. STRETCHIT reserves the right to suspend access to all or part of the Service under the following conditions: (a) if the Customer fails to make any due payments, STRETCHIT may suspend the Service with thirty (30) days written notice, during which Fees will continue to accrue; or (b) if the Customer breaches this Agreement and does not remedy the breach within thirty (30) days after receiving written notice from STRETCHIT.

8. CONFIDENTIAL INFORMATION

8.1. Definition of Confidential Information. In this Agreement, "Confidential Information" refers to any nonpublic or proprietary information shared by one Party ("Discloser") with the other Party ("Recipient"), whether communicated orally or in writing, that: (a) is marked or identified as "Confidential" or "Proprietary," or similarly indicates its confidential nature; or (b) based on the context and circumstances of disclosure, a reasonable person would recognize as confidential. To clarify, Customer Data is considered the Confidential Information of the Customer, and the terms and pricing details of this Agreement are deemed Confidential Information of STRETCHIT. Confidential Information does not encompass any information that: (i) was publicly available before the Discloser disclosed it; (ii) becomes publicly available after disclosure through no fault of the Recipient; (iii) was lawfully in the Recipient's possession at the time of disclosure; (iv) is obtained by the Recipient from a third party without violating that third party's confidentiality obligations; or (v) is independently developed by the Recipient without reference to the Discloser's Confidential Information.

8.2. Protection of Confidential Information. The Recipient will: (a) apply the same level of care it uses to safeguard its own confidential information of a similar nature (but not less than a reasonable degree of care); (b) refrain from using any Confidential Information for purposes beyond the scope of this Agreement; and (c) disclose the Discloser’s Confidential Information only to those of its (and in the case of STRETCHIT, its Affiliates’) employees, contractors, and agents (“Representatives”) who are bound by written confidentiality obligations that are at least as stringent as those in this Agreement and who require such access for purposes aligned with this Agreement. If any Representative discloses or uses Confidential Information in an unauthorized manner, the Recipient will be held accountable to the Discloser for such unauthorized disclosure or use, to the same extent as if the Recipient had made the unauthorized disclosure or use.

8.3. Compelled Access or Disclosure. Despite any provisions to the contrary, the Recipient may disclose Confidential Information if required by Law. The Recipient must provide the Discloser with prior notice of such compelled disclosure (to the extent legally permitted) and offer reasonable assistance, at the Discloser's expense, if the Discloser wishes to challenge the disclosure.

9. WARRANTY AND DISCLAIMER

9.1. Warranty. Each Party warrants and represents that: (a) it possesses full power and authority to execute this Agreement; and (b) the individual signing this Agreement on its behalf is duly authorized to do so.

9.2. Compliance. In fulfilling their obligations under this Agreement, each Party will adhere to all applicable Laws.

9.3 Disclaimer. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICE AND ANY OTHER INFORMATION (INCLUDING REPORTS) PROVIDED BY STRETCHIT ARE OFFERED “AS IS” AND ON AN “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. STRETCHIT DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, REGARDING ANY ASPECT OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, WARRANTIES IMPLIED FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR THAT THE SERVICES AND ANY OTHER INFORMATION PROVIDED WILL BE ERROR-FREE OR UNINTERRUPTED. THE CUSTOMER IS NOT ENTITLED TO MAKE OR CONVEY ANY REPRESENTATION OR WARRANTY ON BEHALF OF STRETCHIT TO ANY OTHER PERSON.

9.4. No Medical Use. THE SERVICE DOES NOT PROVIDE MEDICAL DIAGNOSES, MEDICAL CARE, CLINICAL TREATMENTS, OR PRESCRIBE MEDICATIONS, AND SHOULD NOT BE CONSIDERED A SUBSTITUTE FOR MEDICAL ADVICE OR ACTIONS TO CURE, TREAT, OR PREVENT ANY DISEASES. THE CUSTOMER SHALL NOT REPRESENT THAT THE SERVICE IS INTENDED FOR THE TREATMENT OR MANAGEMENT OF ANY MEDICAL CONDITIONS.

10. LIMITATION OF LIABILITY

10.1. Limitation of Liability. EXCEPT AS SPECIFIED IN SECTION 10.2, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THEY ARISE IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE: (A) NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SUFFERED BY THE CUSTOMER OR OTHERS (INCLUDING ANY LOST PROFITS, LOST REVENUE, OR LOSS OF GOODWILL); AND (B) EACH PARTY’S TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO STRETCHIT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM UNDER THIS AGREEMENT.

10.2. Exceptions. THE LIMITATIONS OUTLINED IN SECTION 10.1 DO NOT APPLY TO: (A) EITHER PARTY’S INDEMNIFICATION RESPONSIBILITIES UNDER SECTION 11; OR (B) DAMAGES RESULTING FROM EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE CUSTOMER’S UNAUTHORIZED USE OF STRETCHIT INTELLECTUAL PROPERTY, OR THE CUSTOMER’S FAILURE TO PAY ANY AMOUNTS OWED UNDER THIS AGREEMENT.

10.3 Independent Allocations of Risk. EACH CLAUSE IN THIS AGREEMENT THAT LIMITS LIABILITY, DISCLAIMS WARRANTIES OR EXCLUDES DAMAGES IS INTENDED TO DISTRIBUTE THE RISKS ASSOCIATED WITH THIS AGREEMENT BETWEEN THE PARTIES. THIS DISTRIBUTION IS REFLECTED IN THE AGREED COMPENSATION AND FORMS A FUNDAMENTAL PART OF THE UNDERLYING DEAL BETWEEN THE PARTIES. THESE PROVISIONS WILL REMAIN APPLICABLE EVEN IF THE WARRANTIES STIPULATED IN THIS AGREEMENT FAIL TO FULFILL THEIR ESSENTIAL PURPOSE.

11. INDEMNIFICATION

11.1. STRETCHIT Indemnification. STRETCHIT will defend the Customer and its directors, officers, and employees against any third-party Сlaims and will cover the resulting costs and damages awarded against the Customer by a court of competent jurisdiction or agreed upon in a settlement by STRETCHIT (such agreement not to be unreasonably withheld, conditioned, or delayed), to the extent that the Сlaim arises from the actual or alleged infringement of third-party intellectual property rights by the Service. STRETCHIT's indemnification obligations under this Section 11.1 do not apply if the Сlaim arises from: (a) the use or combination of the Service with any hardware, software, products, processes, data, or other materials not provided by STRETCHIT, including the Customer’s own systems and data; (b) modifications or alterations of the Service by anyone other than STRETCHIT; or (c) misuse of the Service by the Customer or any User, or use of the Service beyond the rights granted in the Agreement.

11.2. Customer Indemnification. The Customer agrees to defend STRETCHIT and its directors, officers, and employees against any third-party Сlaims and will cover the resulting costs and damages awarded against STRETCHIT by a court of competent jurisdiction or agreed upon in a settlement by the Customer (such agreement not to be unreasonably withheld, conditioned, or delayed), arising from any Сlaims that: (a) the Customer Data or other content or information provided by the Customer to STRETCHIT infringes, misappropriates, or violates third-party rights; or (b) the Customer’s use of the Service violates any applicable Law.

11.3 Indemnity Obligations. The obligations of the indemnifying Party (the “Indemnitor”) under this Section 11 are contingent upon the person(s) seeking indemnification (the “Indemnitee(s)”) doing the following: (a) promptly notifying the Indemnitor in writing of the Claim to prevent any prejudice against the Indemnitor; (b) allowing the Indemnitor full control over the defense and settlement of the Claim, provided that such settlement does not require any Indemnitee to pay any monetary amounts or admit to any wrongdoing; and (c) providing the Indemnitor, at the Indemnitor’s expense, with all necessary assistance, information, and authority needed for the defense and settlement of the Claim.

12. GENERAL

12.1. Independent Contractors. The Parties are considered independent contractors under this Agreement, and nothing herein grants either Party the authority to act as an agent for the other or to oversee the daily operations of the other.

12.2. Assignment. The Customer is prohibited from assigning its rights or delegating its duties under this Agreement, whether by law or otherwise, without obtaining prior written consent from STRETCHIT. Any merger or consolidation of the Customer with a third party, or the acquisition of substantially all of the Customer's assets or equity, will be considered an assignment that requires consent. Any attempt to transfer rights in violation of this Section will be invalid. Conversely, STRETCHIT retains the right to assign or delegate any or all of its obligations under this Agreement without obtaining the Customer's prior written consent.

12.3. Notices. All notices must be provided in writing and will be considered effective upon delivery under the following conditions: (a) for the Customer, when (i) delivered via registered mail with a return receipt requested, or through overnight delivery service to the address specified in the Customer’s Admin Console; or (ii) sent via email to the email address listed in the Customer’s Admin Console or otherwise on record; and (b) for STRETCHIT, when sent via email to management@stretchitapp.com, with a duplicate sent by registered mail with a return receipt requested, addressed to: STRETCHIT, Inc., Attn: Legal, 515 Madison Ave, Office 9026, New York, NY 10022. Either Party may update their address for receiving notices by notifying the other Party in accordance with this Section.

12.4. Force Majeure. Neither Party will be held liable to the other for failure to perform any obligation under this Agreement (except for payment obligations) due to circumstances beyond their or their suppliers’ reasonable control, whether foreseeable or not. Such circumstances include: (a) acts of God; (b) floods, fires, explosions, earthquakes, or natural disasters; (c) acts of terrorism, wars, revolutions, invasions, riots, or other civil or military disturbances or acts of public enemies; (d) acts, regulations, orders, or laws of any government, civil or military authority, or any injunction of any nature; (e) embargoes, blockades, tariffs, or other trade restrictions effective on or after the Effective Date; (f) national or regional emergencies; (g) epidemics, pandemics, or other contagions, including COVID-19; (h) strikes, lockouts, labor disputes, stoppages, slowdowns, or other industrial disturbances; (i) casualties or accidents; (j) denial of service attacks and other malicious activities; or (k) the inability to procure, or any interruption, loss, malfunction, or shortage of, supplies, services, products, equipment, transportation, utilities, communications, or computer software, hardware, or services.

12.5. Governing Law. This Agreement, along with all related proceedings, will be governed by and interpreted according to the laws of the state of New York, without regard to its conflict of law principles. The Parties explicitly exclude the application of the U.N. Convention on Contracts for the International Sale of Goods (1980) to this Agreement.

12.6. Disputes. Any conflict arising between the Parties in connection with this Agreement will be resolved through arbitration, conducted by a single arbitrator (who must be a licensed attorney) in New York, New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision will be final and binding and may be enforced in any court with jurisdiction. Each Party will be responsible for their own costs and legal fees, and both Parties will equally share the arbitrator's fees and expenses. The arbitration will be conducted in English, the official language of this Agreement. This provision does not prevent either Party from seeking injunctive relief in any court of competent jurisdiction. CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE NOT PERMITTED UNDER THIS AGREEMENT. THE CUSTOMER AND STRETCHIT AGREE THAT ARBITRATION WILL BE ON AN INDIVIDUAL BASIS ONLY AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER REPRESENTATIVE PROCEEDING. BOTH PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL.

12.7. Severability. Each clause in this Agreement is considered separate and distinct from the others. If any clause (or part thereof) is found to be unenforceable or prohibited by any current or future Law, it will be modified to comply with the Law while maintaining the original intent as much as possible. Any clause (or part thereof) that cannot be amended in this way will be removed from this Agreement, and the remaining provisions will continue to be fully effective.

12.8. No Rights for Third Parties. This Agreement does not confer any benefits or rights upon any third parties.

12.9. Publicity. No press releases or social media posts mentioning the other Party shall be made by either Party without prior written consent from the other Party, unless mandated by law. However, STRETCHIT may use the Customer’s name, logo, or trademarks for marketing the Service without needing prior approval.

12.10. U.S. Government Customers. The Service operates on a technology platform classified as a “commercial item” as defined in 48 C.F.R. 2.101, comprising “commercial computer software” and “commercial computer software documentation,” per 48 C.F.R. 12.212. In line with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government customers and users obtain this software and documentation with only the rights outlined herein. Should a government agency require additional rights not provided under these terms, it must negotiate with STRETCHIT to agree on acceptable terms for granting such rights, which must be documented in a mutually agreed written addendum in any relevant contract or agreement.

12.11. Amendment and Waiver. Any changes, modifications, or waivers to any part of this Agreement will only be valid if they are in writing and signed by the Party against whom the modification, amendment, or waiver is to be enforced. The delay or failure of a Party to enforce any provision of this Agreement at any time will not be considered a waiver and will not affect the Party’s right to enforce the provision in the future. A single waiver will not be interpreted as a waiver of any future breaches.

12.12. Entire Agreement. This Agreement, along with any confirmation or receipt of the Customer’s purchase or order for the Service issued by STRETCHIT, represents the full and exclusive understanding between STRETCHIT and the Customer regarding the subject matter. It supersedes all prior or contemporaneous proposals, communications, and agreements, whether oral or written. Except for a confirmation or receipt provided by STRETCHIT, no terms or conditions contained in any purchase order, acknowledgment, confirmation, or invoice will alter or add to the terms of this Agreement, and any such terms are expressly rejected by the Parties.

12.13 Interpretation. In this Agreement: (a) headings are provided for convenience only and do not influence the interpretation of the Agreement; (b) terms like “herein,” “hereunder,” “hereby,” and similar expressions refer to the Agreement as a whole, not to any specific part; (c) words used in the plural form include the singular and vice versa, unless the context dictates otherwise; (d) the term “or” is to be understood as “and/or”; (e) “any” should be interpreted as “any or all”; and (f) the words “include,” “includes,” and “including” should be read as though followed by “without limitation.” Should any ambiguity or question of intent or interpretation arise, this Agreement will be interpreted as if it were jointly drafted by the Parties, with no presumption or burden of proof favoring or disfavoring any Party based on the drafting of any terms.

12.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be considered an original, but all of which will constitute one and the same document. The execution of this Agreement can be shown through a facsimile, portable document format (.pdf) transmission, or any electronic production or reproduction, including photostatic copies of a Party's or individual's signature. Such facsimile, .pdf, or electronic production or reproduction of the signature will be considered the original signature of the respective Party or individual.